Design & Build Terms

1.       Contract formation

1.1    In these terms “we” means Fireleaf Limited and “you” means the person (including a company or organisation) who has requested design services from us.

1.2    These terms will apply, to the exclusion of any other terms, to the agreement we make with you for the supply of services.

1.3    A binding contract is created when we accept your order.  Acceptance may be by written confirmation to you or by our starting work on your project.

1.4    We are not under any obligation to accept your order or any amendment to your order, and may require further information and/or payment on account from you before doing so.

1.5    The terms of any suppliers of goods or services incorporated into our services will also be binding on you insofar as they affect the services we provide.

2.       Payment

2.1    You must pay the price agreed for our services whether or not our work is completed, unless the reason for non-completion is any fault on our part where you have given us written notice of the fault and we have not rectified it within 7 days.

2.2    Payment is due on receipt of invoice.  Any payment more than 7 days overdue will attract interest and administration charges under the Late Payment of Commercial Debts Regulations 2013.

2.3    We reserve the right to suspend further work on any of your orders if you have not made a payment that is due to us.   Such suspension of work will not be a breach of contract on our part.  It will not amount to a termination of the contract unless we notify you in writing that we are treating the contract as at an end.

3.       Our obligations

3.1    We will supply the design services specified in your accepted order.

3.2    We will take all reasonable steps to preserve the confidentiality of material or information that you notify us in writing is commercially sensitive.

3.3    Our design will not, to the best of our knowledge and belief, infringe the design or other intellectual property rights of any third party.

3.4    We will attend to your comments on our proofs and amend up to three times without additional charge.

3.5    If you give us written notice of any time restraints we will seek to comply with them, but time is not of the essence of this contract unless we have confirmed a fixed delivery date in writing with specific reference to this clause 3.5.

4.   Your obligations

4.1     You must promptly and fully supply us with all information, access to materials, instructions, and comments on our proofs on receipt of our request.

4.2     All material, ideas, wording and other material you ask us to incorporate into the design we create for you must be free

–        from the design or other intellectual property rights of third parties;

–         from any content that might reasonably be expected to cause annoyance or offence to any person, or breach of their statutory or other rights;

You warrant that you will comply with this clause 4.2 and you agree to indemnify us against any and all costs, expenses, and liabilities claimed against us or incurred by us in consequence of a breach or alleged breach of this warranty.

5.       Limitations of liability

We will not be liable to you for

5.1   any loss, costs, expenses, claims or liability you incur directly or to third parties as a result of delay or failure on our part except to the extent that we have delayed after time has been made of the essence of this contract;

5.2    any indirect or consequential loss, penalty damages, loss of profit or loss of opportunity;

5.3    errors in our proofs that you have not corrected;

5.4    infringements of third party rights of which we had no actual notice;

5.5    any loss or damages resulting from circumstances beyond our reasonable control;

5.6    any failure to comply with representations or statements of intent or to achieve – or enable you to achieve – estimated outcomes, unless we have specifically incorporated such predictions into this contract in writing;

5.7    damages if we choose to rectify or replace, or rectification/replacement if we choose to pay damages;

5.8    (without prejudice to the limitations above) any damages exceeding the amount you have paid us for work on the project in respect of which your claim arises.

6.     Our right to cancel

6.1   We reserve the right to cancel this contract without penalty in the event that we receive instructions or material from you that in our view is inappropriate or if you are in breach of these terms.

6.2    On such cancellation you must pay us the agreed contract price in full.

7.     Design rights

7.1   All rights in our designs will remain our property until you have paid us in full.

7.2   On receipt of payment in full, all rights in the designs we have created for you will transfer to you.

7.3   We will supply, at your expense, such codes documents and other material as you may request in order to prove the transfer of such designs from us to you subject to any third party rights over which we have no control.

8.     Technical

8.1   If we supply you with a website it will be compatible with the latest versions of browser software but may not have backward compatibility or support later developments.

9.     General

9.1   Any failure to pursue rights under this contract shall not operate as a general waiver of those or any other rights unless so specified in writing.

9.2    This contract is subject to the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction in respect of any claim arising under it.

Marketing Management Terms

1. Contract formation

1.1 In these terms “we” means Fireleaf Limited and “you” means the person (including a company or organisation) who has requested marketing services from us.

1.2 These terms will apply, to the exclusion of any other terms, to the agreement we make with you for the supply of services.

1.3 A binding contract is created when we accept your order. Acceptance may be by written confirmation to you or by our starting work on your project.

1.4 We are not under any obligation to accept your order or any amendment to your order, and we may require an alteration to the contract price before doing so.

1.5 Time is not of the essence of this contract, save as to our payment terms.

2. Payment

2.1 Payment is due on receipt of invoice. Any payment more than 7 days overdue will attract interest and administration charges under the Late Payment of Commercial Debts Regulations 2013.

2.2 We reserve the right to suspend further work for you if you have not made a payment that is due to us. Such suspension of work will not be a breach of contract on our part. It will not amount to a termination of the contract unless we notify you in writing that we are treating the contract as at an end.

3. Our obligations

3.1 We will supply the marketing management services specified in your accepted order.

3.2 We will take all reasonable steps to preserve the confidentiality of material or information that you notify us in writing is commercially sensitive.

3.3 We will attend to your reports on outcomes and adjust our services accordingly from time to time.

4. Your obligations

4.1 You must promptly and fully supply us with all information, instructions, and reports on receipt of our request for them so that we can tailor our services to your business needs from time to time.

4.2 All material, ideas, wording and other material you ask us to incorporate into your marketing projects must be free
– from the design or other intellectual property rights of third parties;
– from any content that might reasonably be expected to cause annoyance or offence to any person, or breach of their statutory or other rights;
You warrant that you will comply with this clause 4.2 and you agree to indemnify us against any and all costs, expenses, and liabilities claimed against us or incurred by us in consequence of a breach or alleged breach of this warranty.

4.3 You must give us access as we request from time to time to your staff, materials, business and technical information and facilities to enable us to evaluate the changing marketing needs of your business.

5. Limitations of liability
We will not be liable to you for

5.1 any loss, costs, expenses, claims or liability you incur directly or to third parties as a result of delay or failure on our part except to the extent that we have delayed after time has been made of the essence of this contract;

5.2 any indirect or consequential loss, penalty damages, loss of profit or loss of opportunity;

5.3 errors in the marketing material we produce for you, that you have seen in draft and not corrected;

5.4 infringements of third party rights of which we had no actual notice;

5.5 any loss or damages resulting from circumstances beyond our reasonable control;

5.6 any failure to comply with representations, predictions or statements of intent or to achieve – or enable you to achieve – targets or estimated marketing outcomes;

5.7 damages if we choose to rectify or replace services, or rectification/replacement if we choose to pay damages;

5.8 (without prejudice to the limitations above) any damages exceeding the amount you have paid us for work on the particular marketing project in respect of which your claim arises.

6. Termination

6.1 This contract may not be terminated during any agreed fixed contract period and shall continue thereafter for each subsequent three month period until it is terminated by agreement or either party gives the other party not less than one month’s written notice to terminate expiring at the end of any such three month period.

6.2 We reserve the right to cancel this contract without penalty in the event that we receive instructions or material from you that in our view is inappropriate or if you are in breach of these terms.

6.3 On such cancellation you must pay us in full the agreed price for any fixed contract period or for any three month period during which the cancellation takes effect.

7. Intellectual Property

7.1 All rights in material we create specifically for you will remain our property until you have paid us in full.

7.2 On receipt of payment in full, all rights in such material will transfer to you.

7.3 All rights in material we create that is not specific to your business, ideas, marketing strategies and other material capable of use by our other clients will at all times be and remain our property.

8. General

8.1 Any failure to pursue rights under this contract shall not operate as a general waiver of those or any other rights unless so specified in writing.

8.2 This contract is subject to the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction in respect of any claim arising under it.